Inspire — Geoghegan & Hobbs

Group structure — where it is, how it moves, where it lands

Two families, two childcare centres, a management consultancy and one holding company. This page sets out the structure as it stands today, the order the pieces move in, and what the group looks like once it is done.

Prepared 14 September 2026 By Conscious Wealth Creation Status For approval and adoption
01

Today

14 September 2026

Two holdings with no common parent. Profit cannot move between them, and losses in one cannot meet profits in another.

Candice Geoghegan  &  Cassandra Hobbs
Dormant Held personally, 50/50
Piccolini’s Place Pty Ltd
ACN 689 161 546
Holds provider approval. Contracted to buy the St Helena centre; completion pending.
n/aTFNABN
Discretionary trusts
ATA Trust  ·  B and B Trust
Established September 2025. Individual trustees. No family trust election made.
Trading 50 / 50 — one trust each
Inspire Early Years Management Pty Ltd
ACN 691 102 502
Centre management consultancy, including to centres the group does not own.
25%TFNABNGSTPAYGW
Not yet in existence
Churchill
Second centre, opening in about five months under an executed agreement for lease.
Nothing joins the two companies. The trusts hold the consultancy; the centre company is held in your own names. Every dollar that moves between them is a transaction between strangers, and each entity stands alone for tax.
02

How we get there

1 — Put the trusts on a corporate footing

  1. 1Director IDs.Each of you must hold one before being appointed to the new companies.
  2. 2Register the two trustee companies — Nominees for ATA Pty Ltd and Nominees for B and B Pty Ltd.One family each, so neither trust depends on the other family.
  3. 3Appoint them as trustee of the ATA Trust and the B and B Trust.Not a CGT event, and the vesting is duty exempt in Victoria. See note 3.
  4. 4Lodge a family trust election for each trust.Made in the 2026 income tax returns when they are lodged, specifying 2025–26 as the first year. See note 4.

2 — Build the holding company

  1. 5Rename Piccolini’s Place Pty Ltd to Piccolini’s Place St Helena Pty Ltd, and adopt its new constitution.Both go through on the same resolution and the same ASIC form, so the constitution costs nothing further to lodge.
  2. 6Register Sorella Family Holdings Pty Ltd, with A class shares to one trust and B class to the other.Both trusts subscribe as trustee, and no one else takes a share — not even a nominal one. That is what the roll-over at step 8 depends on. See note 1.
Two things to note

Neither is expected to be an issue, but both need to be handled in the right order.

The lender has not yet consented to Sorella Family Holdings being inserted. Before drawdown this is a credit condition; after it, a review event.

The regulator must be told of the change in who controls an approved provider. The change has to sit clearly before or clearly after the service and provider approval applications — never during.

3 — Bring the companies under Sorella Family Holdings

  1. 7Transfer the shares in Piccolini’s Place St Helena Pty Ltd to Sorella Family Holdings Pty Ltd, while the company is still dormant.Its shares are worth next to nothing today, so nothing is taxed on the way across. Sorella pays a nominal amount and issues no shares for them. See note 5.
  2. 8Transfer the shares in Inspire Early Years Management Pty Ltd to Sorella Family Holdings Pty Ltd.Division 615 rollover — no tax, and the cost base carries over. Inspire’s constitution is replaced at the same time, because the pre-emptive rights in the existing one would otherwise stand in the way. See note 1.
  3. 9Register Piccolini’s Place Churchill Pty Ltd with Sorella Family Holdings Pty Ltd as its only member from day one.
Point of no return

Completion of the St Helena purchase. After that day the shares carry real value and the same steps have a real price.

4 — Paper it

  1. 10Management services agreement between the group companies, on the terms Inspire already uses with outside clients.Scoped separately from this engagement; it can be dealt with alongside the returns.
  2. 11Shareholders’ agreement at Sorella Family Holdings — deadlock, buy–sell and exit. We strongly recommend this.Your solicitors draft it; we can brief them if you wish.
03

Where it lands

before completion

One holding company over three operating companies, owned by a family trust each. The consultancy sits beside the centres, never above them, so its trading risk stays away from the value in the centres.

Candice Geoghegan
Cassandra Hobbs
Existing Discretionary trustTrustee changes
ATA Trust
Trustee: Nominees for ATA Pty Ltd — Candice sole director and secretary.
TFNABNFTE
Existing Discretionary trustTrustee changes
B and B Trust
Trustee: Nominees for B and B Pty Ltd — Cassandra sole director and secretary.
TFNABNFTE
New 60 A class  ·  60 B class — held as trustee, not beneficially
Sorella Family Holdings Pty Ltd
Non-trading. Holds the three operating companies, receives their dividends, carries the loans between them, and is where a future third party or a change in the family split is dealt with — without touching the businesses themselves.
30%2TFNABN
Renamed 100%Shareholders change
Piccolini’s Place St Helena Pty Ltd
ACN 689 161 546
Approved provider. Buys and runs the St Helena centre. Staff stay employed here.
25%TFNABNGSTPAYGW
New 100%
Piccolini’s Place Churchill Pty Ltd
To be registered
Its own provider approval and its own lease. Staff employed here.
25%TFNABNGSTPAYGW
Existing 100%Shareholders change
Inspire Early Years Management Pty Ltd
ACN 691 102 502
The two family trusts out, Sorella Family Holdings in. Carries the trading risk of the consultancy — beside the centres, never above them.
25%TFNABNGSTPAYGW
04

Notes, registrations and what we need

1Moving Inspire under Sorella is tax free. Both trusts exchange their Inspire shares for shares in Sorella, in the same proportions they hold now. That is a Division 615 restructure: no capital gain arises and Sorella takes over the existing cost base. It works only if every share moves at once, each trust’s interest is preserved exactly, and the two trusts hold every share in Sorella at that moment — which is why no one else, and no nominal subscriber, takes a share along the way. The transfers and the written choice are prepared together.
2Sorella’s tax rate is not fixed. Dividends from a company you own at least 10% of are non-portfolio dividends and are left out of the passive income test, so in a year where Sorella’s income is dividends from the three centres it is taxed at 25%. But Sorella also carries the loans between the group companies, and interest is passive income. In a year where interest is most of what it receives and no dividends are paid, it crosses the line and is taxed at 30%. We have shown the higher rate as the prudent assumption and will test it each year — the rate Sorella pays is also the rate it franks at, so it is worth watching rather than assuming.
3Changing trustee costs nothing in tax or duty. Replacing an individual trustee with a company is not a disposal for capital gains tax, and the vesting of the trust property in the new trustee is exempt from Victorian duty under s 33(1) of the Duties Act 2000 (Vic).
4Why the family trust elections matter. They remove the 47% family trust distributions tax on anything paid outside the family group, and they fix the family group for as long as the trusts hold shares in Sorella Family Holdings. They are made in the 2026 income tax returns when those are lodged, specifying 2025–26 as the first year.
5The St Helena shares must move before completion. While the company is dormant its shares are worth a nominal amount, and Sorella pays that amount rather than issuing shares for them. Because you are not dealing at arm’s length with your own trusts, the transfer is taken to happen at market value whatever is paid, so we record a short valuation note supporting that figure before the transfer is signed. Once the purchase completes, the same step has a real price and no relief is available.
6What the structure does not do. Without tax consolidation, each company is taxed on its own, so start-up losses at Churchill will not shelter St Helena’s profits. We can revisit consolidation once Churchill is trading and the picture is clearer.

Registrations to be put in place

EntityTFNABNGSTPAYGWAlso
Nominees for ATA Pty Ltd————Acts only as trustee
Nominees for B and B Pty Ltd————Acts only as trustee
Sorella Family HoldingsNewNewNoNoPublic officer
Piccolini’s Place St HelenaHasHasHasCheckWorkCover, payroll tax
Piccolini’s Place ChurchillNewNewNewNewWorkCover, payroll tax, public officer
Inspire Early Years MgmtHasHasHasHasNo change

To complete phase one

  • Sign the engagement letter.
  • Name a public officer for each new company, on the consent form. It need not be a director.
  • Confirm your director ID on the consent form, or that you will apply before signing. We collect the numbers separately and securely.
  • Sign and return the consent forms — one pack per new company, with residential addresses corrected.
  • Confirm the business address and the registered office for the new companies.

Also outstanding

  • Whether Piccolini’s Place Pty Ltd is registered for PAYG withholding.
  • Where the lender is up to on consenting to Sorella Family Holdings, and where the service and provider approval applications stand.
Scope and reliance This document sets out our preliminary view based on the information provided to date. It is not formal tax advice and should not be relied upon for any purpose other than discussion. A finalised position will be set out in our advice or in the implementation documents themselves, once we have received the documents and information requested above. This document is provided subject to the terms of our engagement letter.
Marianna Agostino Pty Ltd  |  ABN 77 636 302 022  |  Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation.